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SERIAL 14113-IGA CONTRACT PURSUANT TO IGA SERIAL 14113-IGA This Contract is entered into this 21st day of January, 2015 by and between Maricopa County (“County”), a political subdivision of the State of Arizona, and Taser International, an Arizona corporation (“Contractor”) for the purchase of on-officer recording equipment and services. 1.0 CONTRACT TERM: 1.1 This Contract is for a term of five (5) years, beginning on the 21st day of January, 2015 and ending the 31st day of January, 2020. 1.2 The County may, at its option and with the agreement of the Contractor, renew the term of this Contract for additional terms up to a maximum of five (5) years, (or at the County’s sole discretion, extend the contract on a month-to-month bases for a maximum of six (6) months after expiration). The County shall notify the Contractor in writing of its intent to extend the Contract term at least sixty (60) calendar days prior to the expiration of the original contract term, or any additional term thereafter. 2.0 FEE ADJUSTMENTS: 2.1 Any request for a fee adjustment must be submitted sixty (60) days prior to the current Contract expiration. Requests for adjustment in cost of labor and/or materials must be supported by appropriate documentation. If County agrees to the adjusted fee, County shall issue written approval of the change. The reasonableness of the request will be determined by comparing the request with the (Consumer Price Index) or by performing a market survey. 3.0 PAYMENTS: 3.1 As consideration for performance of the duties described herein, County shall pay Contractor the sum(s) stated in Exhibit “A” and Exhibit “A-1.” 3.2 Payment shall be made upon the County’s receipt of a properly completed invoice. 3.3 INVOICES: 3.3.1 The Contractor shall submit in a manner acceptable to the County one (1) legible copy of their detailed invoice before payment(s) can be made. At a minimum, the invoice must provide the following information: Company name, address and contact County bill-to name and contact information Contract serial number County purchase order number Invoice number and date Payment terms Date of service or delivery Quantity Contract Item number(s) SERIAL 14113-IGA Description of service provided Pricing per unit of service Freight (if applicable) Extended price Mileage w/rate (if applicable) Total Amount Due 3.3.2 Problems regarding billing or invoicing shall be directed to the County as listed on the Purchase Order. 3.3.3 Payment shall be made to the Contractor by Accounts Payable through the Maricopa County Vendor Express Payment Program. This is an Electronic Funds Transfer (EFT) process. After Contract Award the Contractor shall complete the Vendor Registration Form located on the County Department of Finance Vendor Registration Web Site (http://www.maricopa.gov/Finance/Vendors.aspx). 3.3.4 EFT payments to the routing and account numbers designated by the Contractor will include the details on the specific invoices that the payment covers. The Contractor is required to discuss remittance delivery capabilities with their designated financial institution for access to those details. 3.4 APPLICABLE TAXES: 3.4.1 Payment of Taxes: The Contractor shall pay all applicable taxes. With respect to any installation labor on items that are not attached to real property performed by Contractor under the terms of this Contract, the installation labor cost and the gross receipts for materials provided shall be listed separately on the Contractor’s invoices. 3.4.2 State and Local Transaction Privilege Taxes: Maricopa County is subject to all applicable state and local transaction privilege taxes. To the extent any state and local transaction privilege taxes apply to sales made under the terms of this contract it is the responsibility of the seller to collect and remit all applicable taxes to the proper taxing jurisdiction of authority. 3.4.3 Tax Indemnification: Contractor and all subcontractors shall pay all Federal, state, and local taxes applicable to its operation and any persons employed by the Contractor. Contractor shall, and require all subcontractors to hold Maricopa County harmless from any responsibility for taxes, damages and interest, if applicable, contributions required under Federal, and/or state and local laws and regulations and any other costs including transaction privilege taxes, unemployment compensation insurance, Social Security and Worker’s Compensation. 3.5 TAX: (SERVICES) No tax shall be levied against labor. It is the responsibility of the Contractor to determine any and all taxes and include the same in proposal price. 3.6 STRATEGIC ALLIANCE for VOLUME EXPENDITURES ($AVE): 3.6.1 The County is a member of the $AVE cooperative purchasing group. $AVE includes the State of Arizona, many Phoenix metropolitan area municipalities, and many K-12 unified school districts. Under the $AVE Cooperative Purchasing Agreement, and with the concurrence of the successful Respondent under this solicitation, a member of $AVE may access a contract resulting from a solicitation issued by the County. In the absence of a statement to the contrary, the County will assume that county do wish to grant access to any contract. 3.7 INTERGOVERNMENTAL COOPERATIVE PURCHASING AGREEMENTS (ICPA’s) 3.7.1 County currently holds ICPA’s with numerous governmental entities throughout the State of Arizona. These agreements allow those entities, with the approval of the Contractor, to purchase their requirements under the terms and conditions of the County Contract. SERIAL 14113-IGA 4.0 AVAILABILITY OF FUNDS: 4.1 The provisions of this Contract relating to payment for services shall become effective when funds assigned for the purpose of compensating the Contractor as herein provided are actually available to County for disbursement. The County shall be the sole judge and authority in determining the availability of funds under this Contract. County shall keep the Contractor fully informed as to the availability of funds. 4.2 If any action is taken by any state agency, Federal department or any other agency or instrumentality to suspend, decrease, or terminate its fiscal obligations under, or in connection with, this Contract, County may amend, suspend, decrease, or terminate its obligations under, or in connection with, this Contract. In the event of termination, County shall be liable for payment only for services rendered prior to the effective date of the termination, provided that such services are performed in accordance with the provisions of this Contract. County shall give written notice of the effective date of any suspension, amendment, or termination under this Section, at least ten (10) days in advance. 5.0 DUTIES: 5.1 The Contractor shall perform all duties stated in Exhibit “B”, or as otherwise directed in writing by the Procurement Officer. 5.2 During the Contract term, County may provide Contractor’s personnel with adequate workspace for consultants and such other related facilities as may be required by Contractor to carry out its contractual obligations. 6.0 TERMS and CONDITIONS: 6.1 INDEMNIFICATION: 6.1.1 To the fullest extent permitted by law, Contractor shall defend, indemnify, and hold harmless County, its agents, representatives, officers, directors, officials, and employees from and against all claims, damages, losses and expenses, including, but not limited to, attorney fees, court costs, expert witness fees, and the cost of appellate proceedings, relating to, arising out of, or alleged to have resulted from the negligent acts, errors, omissions, mistakes or malfeasance relating to the Contractor’s performance of this Contract. Contractor’s duty to defend, indemnify and hold harmless County, its agents, representatives, officers, directors, officials, and employees shall arise in connection with any claim, damage, loss or expense that is caused by any negligent acts, errors, omissions or mistakes in the performance of this Contract by the Contractor, as well as any person or entity for whose acts, errors, omissions, mistakes or malfeasance Contractor may be legally liable. 6.1.2 Hold Harmless. To the extent permitted by Arizona law, county will hold harmless Taser, Taser’s affiliates and licensors, and each of their respective employees, officers, directors, and representatives from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to any third-party claim concerning: (a) county’s or any of county’s end users’ use of the Contractor’s Services (including any activities under county’s account and use by county’s employees and agents); (b) breach of this Agreement or violation of applicable law by county or any of county’s end users; (c) County’s Content or the combination of County’s Content with other applications, content or processes, including any claim involving alleged infringement or misappropriation of third-party rights by County’s Content or by the use of County’s Content; (d) a dispute between county and any of county’s end users; or (e) a dispute between county and any third-party over county’s collection or use of County’s Content. County agrees to maintain insurance coverage up to the amount allowed by State and local laws and regulations that would cover any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to any third-party claim in this section. For purposes of this paragraph “County Content” is all data uploaded by MCSO to Evidence.com”. 6.1.3 The amount and type of insurance coverage requirements set forth herein will in no way be construed as limiting the scope of the indemnity in this paragraph. 6.1.4 The scope of this indemnification does not extend to any claim, damage, loss, or expense resulting from the sole negligence of County. SERIAL 14113-IGA 6.2 INSURANCE: 6.2.1 Contractor, at Contractor’s own expense, shall purchase and maintain the herein stipulated minimum insurance from a company or companies duly licensed by the State of Arizona and possessing a current A.M. Best, Inc. rating of B++. In lieu of State of Arizona licensing, the stipulated insurance may be purchased from a company or companies, which are authorized to do business in the State of Arizona, provided that said insurance companies meet the approval of County. The form of any insurance policies and forms must be acceptable to County. 6.2.2 All insurance required herein shall be maintained in full force and effect until all work or service required to be performed under the terms of the Contract is satisfactorily completed and formally accepted. Failure to do so may, at the sole discretion of County, constitute a material breach of this Contract. 6.2.3 Contractor’s insurance shall be primary insurance as respects County, and any insurance or self-insurance maintained by County shall not contribute to it. 6.2.4 Any failure to comply with the claim reporting provisions of the insurance policies or any breach of an insurance policy warranty shall not affect the County’s right to coverage afforded under the insurance policies. 6.2.5 The insurance policies may provide coverage that contains deductibles or self-insured retentions. Such deductible and/or self-insured retentions shall not be applicable with respect to the coverage provided to County under such policies. Contractor shall be solely responsible for the deductible and/or self-insured retention and County, at its option, may require Contractor to secure payment of such deductibles or self- insured retentions by a surety bond or an irrevocable and unconditional letter of credit. 6.2.6 County reserves the right to request and to receive, within 10 working days, certified copies of any or all of the herein required insurance certificates. County shall not be obligated to review policies and/or endorsements or to advise Contractor of any deficiencies in such policies and endorsements, and such receipt shall not relieve Contractor from, or be deemed a waiver of County’s right to insist on strict fulfillment of Contractor’s obligations under this Contract. 6.2.7 The insurance policies required by this Contract, except Workers’ Compensation, and Errors and Omissions, shall name County, its agents, representatives, officers, directors, officials and employees as Additional Insured’s. 6.2.8 The policies required hereunder, except Cyber, Workers’ Compensation, and Errors and Omissions, shall contain a waiver of transfer of rights of recovery (subrogation) against County, its agents, representatives, officers, directors, officials and employees for any claims arising out of Contractor’s work or service. 6.2.9 The Contractor's policies shall stipulate that the insurance afforded the Contractor shall be primary insurance and that any insurance carried by the Department, its agents, officials, employees or the State of Arizona shall be excess and not contributory insurance, as provided by A.R.S. § 41-621 (E). 6.2.10 Coverage provided by the Contractor shall not be limited to the liability assumed under the indemnification provisions of this Contract. 6.2.11 Commercial General Liability: Commercial General Liability insurance and, if necessary, Commercial Umbrella insurance with a limit of not less than $2,000,000 for each occurrence, $2,000,000 Products/Completed Operations Aggregate, and $4,000,000 General Aggregate Limit. The policy shall include coverage for bodily injury, broad form property damage, personal injury, products and completed operations and blanket contractual coverage, and shall not contain any provision which would serve to limit third party action over claims. There shall be no endorsement or modification of the CGL limiting the scope of coverage for liability arising from explosion, collapse, or underground property damage. SERIAL 14113-IGA 6.2.12 Automobile Liability: Commercial/Business Automobile Liability insurance and, if necessary, Commercial Umbrella insurance with a combined single limit for bodily injury and property damage of not less than $1,000,000 each occurrence with respect to any of the Contractor’s owned, hired, and non-owned vehicles assigned to or used in performance of the Contractor’s work or services under this Contract. 6.2.13 Workers’ Compensation: 6.2.13.1 Workers’ Compensation insurance to cover obligations imposed by federal and state statutes having jurisdiction of Contractor’s employees engaged in the performance of the work or services under this Contract; and Employer’s Liability insurance of not less than $1,000,000 for each accident, $1,000,000 disease for each employee, and $1,000,000 disease policy limit. 6.2.13.2 Contractor waives all rights against County and its agents, officers, directors and employees for recovery of damages to the extent these damages are covered by the Workers’ Compensation and Employer’s Liability or commercial umbrella liability insurance obtained by Contractor pursuant to this Contract. 6.2.14 Cyber – Policy Limit: 6.2.17.1 The policy shall be issued with minimum limits of $100,000. 6.2.17.2 The policy shall include coverage for all directors, officers, and employees of the Contractor. 6.2.15 E&O (Professional) – If necessary, Commercial Umbrella insurance, which will insure and provide coverage for errors or omissions of the CONTRACTOR, with limits of no less than $1,000,000 for each claim. Contractor shall maintain Professional Liability insurance which will provide coverage for any and all acts arising out of the work or services performed by the Contractor under the terms of this Contract, with a limit of not less than $1,000,000 for each claim, and $2,000,000 aggregate claims. 6.2.16 Certificates of Insurance. 6.2.22.1 Prior to Contract AWARD, Contractor shall furnish the County with valid and complete certificates of insurance, or formal endorsements as required by the Contract in the form provided by the County, issued by Contractor’s insurer(s), as evidence that policies providing the required coverage, conditions and limits required by this Contract are in full force and effect. Such certificates shall identify this contract number and title. 6.2.22.2 In the event any insurance policy (ies) required by this contract is (are) written on a “claims made” basis, coverage shall extend for two years past completion and acceptance of Contractor’s work or services and as evidenced by annual Certificates of Insurance. 6.2.22.3 If a policy does expire during the life of the Contract, a renewal certificate must be sent to County fifteen (15) days prior to the expiration date. 6.2.17 Cancellation and Expiration Notice. Insurance required herein shall not be permitted to expire, be canceled, or materially changed without thirty (30) days prior written notice to the County. 6.3 WARRANTY OF SERVICES: 6.3.1 The Contractor warrants that all services provided hereunder will conform to the requirements of the Contract, including all descriptions, specifications and attachments made a part of this Contract. County’s acceptance of SERIAL 14113-IGA services or goods provided by the Contractor shall not relieve the Contractor from its obligations under this warranty. 6.3.2 In addition to its other remedies, County may, at the Contractor's expense, require prompt correction of any services failing to meet the Contractor's warranty herein. Services corrected by the Contractor shall be subject to all the provisions of this Contract in the manner and to the same extent as services originally furnished hereunder. 6.4 INSPECTION OF SERVICES: 6.4.1 The Contractor shall provide and maintain an inspection system acceptable to County covering the services under this Contract. Complete records of all inspection work performed by the Contractor shall be maintained and made available to County during contract performance and for as long afterwards as the Contract requires. 6.4.2 County has the right to inspect and test all services called for by the Contract, to the extent practicable at all times and places during the term of the Contract. County shall perform inspections and tests in a manner that will not unduly delay the work. 6.4.3 If any of the services do not conform to Contract requirements, County may require the Contractor to perform the services again in conformity with Contract requirements, at no cost to the County. When the defects in services cannot be corrected by re-performance, County may: 6.4.3.1 Require the Contractor to take necessary action to ensure that future performance conforms to Contract requirements; and 6.4.3.2 If the request made per 6.4.3.1. is not completed in a reasonable amount of time, reduce the Contract price to reflect the reduced value of the services performed. 6.4.4 If the Contractor fails to promptly perform the services again or to take the necessary action to ensure future performance in conformity with Contract requirements, County may: 6.4.4.1 By Contract or otherwise, perform the services; or 6.4.4.2 Terminate the Contract for default. 6.5 REQUIREMENTS CONTRACT: 6.5.1 Contractors signify their understanding and agreement by signing a bid submittal, that the Contract resulting from the bid is a requirements contract. However, the Contract does not guarantee any minimum or maximum number of purchases will be made. It only indicates that if purchases are made for the materials or services contained in the Contract, they will be purchased from the Contractor awarded that item if the Contractor can meet all the delivery requirements of the County. Orders will only be placed when the County identifies a need and proper authorization and documentation have been approved. 6.5.2 County reserves the right to cancel Purchase Orders within a reasonable period of time after issuance. Should a Purchase Order be canceled, the County agrees to reimburse the Contractor for actual and documentable costs incurred by the Contractor in response to the Purchase Order. The County will not reimburse the Contractor for any costs incurred after receipt of County notice of cancellation, or for lost profits, shipment of product prior to issuance of Purchase Order, etc. 6.5.3 Contractors agree to accept verbal notification of cancellation of Purchase Orders from the County Procurement Officer with written notification to follow. By submitting a bid in response to this Invitation for Bids, the Contractor specifically acknowledges to be bound by this cancellation policy. 6.6 UNCONDITIONAL TERMINATION FOR CONVENIENCE: Maricopa County may terminate the resultant Contract for convenience by providing sixty (60) calendar days advance notice to the Contractor. 6.7 TERMINATION FOR DEFAULT: SERIAL 14113-IGA The County may, by written notice of default to the Contractor, terminate this contract in whole or in part if the Contractor fails to: 6.7.1 Deliver the supplies or to perform the services within the time specified in this contract or any extension; 6.7.2 Make progress, so as to endanger performance of this contract; or 6.7.3 Perform any of the other provisions of this contract. 6.7.4 The County’s right to terminate this contract under these subparagraph may be exercised if the Contractor does not cure such failure within 10 days (or more if authorized in writing by the County) after receipt of the notice from the Procurement Officer specifying the failure. 6.8 STATUTORY RIGHT OF CANCELLATION FOR CONFLICT OF INTEREST: Notice is given that pursuant to A.R.S. § 38-511 the County may cancel any Contract without penalty or further obligation within three years after execution of the contract, if any person significantly involved in initiating, negotiating, securing, drafting or creating the contract on behalf of the County is at any time while the Contract or any extension of the Contract is in effect, an employee or agent of any other party to the Contract in any capacity or consultant to any other party of the Contract with respect to the subject matter of the Contract. Additionally, pursuant to A.R.S § 38-511 the County may recoup any fee or commission paid or due to any person significantly involved in initiating, negotiating, securing, drafting or creating the contract on behalf of the County from any other party to the contract arising as the result of the Contract. 6.9 CONTRACTOR LICENSE REQUIREMENT: 6.9.1 The Respondent shall procure all permits, insurance, licenses and pay the charges and fees necessary and incidental to the lawful conduct of his/her business, and as necessary complete any required certification requirements, required by any and all governmental or non-governmental entities as mandated to maintain compliance with and in good standing for all permits and/or licenses. The Respondent shall keep fully informed of existing and future trade or industry requirements, Federal, State and Local laws, ordinances, and regulations which in any manner affect the fulfillment of a Contract and shall comply with the same. Contractor shall immediately notify both Office of Procurement Services and the using agency of any and all changes concerning permits, insurance or licenses. 6.9.2 Respondents furnishing finished products, materials or articles of merchandise that will require installation or attachment as part of the Contract, shall possess any licenses required. A Respondent is not relieved of its obligation to posses the required licenses by subcontracting of the labor portion of the Contract. Respondents are advised to contact the Arizona Registrar of Contractors, Chief of Licensing, at (602) 542-1525 to ascertain licensing requirements for a particular contract. Respondents shall identify which license(s), if any, the Registrar of Contractors requires for performance of the Contract. 6.10 SUBCONTRACTING: 6.10.1 The Contractor may not assign to another Contractor or Subcontract to another party for performance of the terms and conditions hereof without the written consent of the County. All correspondence authorizing subcontracting must reference the Bid Serial Number and identify the job project. 6.10.2 The Subcontractor’s rate for the job shall not exceed that of the Prime Contractor’s rate, as bid in the pricing section, unless the Prime Contractor is willing to absorb any higher rates or the County has approved the increase. The Subcontractor’s invoice shall be invoiced directly to the Prime Contractor, who in turn shall pass-through the costs to the County, without mark-up. A copy of the Subcontractor’s invoice must accompany the Prime Contractor’s invoice. SERIAL 14113-IGA 6.11 AMENDMENTS: All amendments to this Contract shall be in writing and approved/signed by both parties. Maricopa County Office of Procurement Services shall be responsible for approving all amendments for Maricopa County. 6.12 ADDITIONS/DELETIONS OF SERVICE: 6.12.1 The County reserves the right to add and/or delete materials and services to a Contract. If a service requirement is deleted, payment to the Contractor will be reduced proportionately, to the amount of service reduced in accordance with the bid price. If additional materials or services are required from a Contract, prices for such additions will be negotiated between the Contractor and the County. 6.12.2 The County reserves the right of final approval on proposed staff for all Task Orders. Also, upon request by the County, the Contractor will be required to remove any employees working on County projects based on the discretion of the County within two business days, unless previously approved by the County. Substitute personnel will be provided by the Contractor within a reasonable amount of time. 6.13 VALIDITY: The invalidity, in whole or in part, of any provision of this Contract shall not void or affect the validity of any other provision of the Contract. 6.14 SEVERABILITY: The invalidity, in whole or in part, of any provision of this Contract shall not void or affect the validity of any other provision of this Contract. 6.15 OWNERSHIP OF INTELLECTUAL PROPERTY 6.15.1 Contractor Ownership Contractor retains all right, title and interest in and to the Software, Documentation, Website, Service and related Intellectual Property. Any suggestions, solutions, improvements, corrections or other contributions County provides regarding the Software, Documentation, Website or Services will become the property of Contractor and County hereby assigns all such rights to Contractor without charge. 6.15.2 County Ownership County retains all rights, title and interest in and to the County Content, and all related Intellectual Property. County hereby grants to Contractor and Contractor hereby accepts a non-exclusive, non-transferable, worldwide, fully-paid license to use, copy, and modify the County Content solely to the extent necessary and for the sole purposes of providing access to the Software, Documentation, Website, and Services or otherwise complying with its obligations under this Agreement. 6.16 RIGHTS IN DATA: The County shall have the use of data and reports resulting from a Contract without additional cost or other restriction except as may be established by law or applicable regulation. Each party shall supply to the other party, upon request, any available information that is relevant to a Contract and to the performance thereunder. 6.17 NON-DISCRIMINATION: CONTRACTOR agrees to comply with all provisions and requirements of Arizona Executive Order 2009-09 including flow down of all provisions and requirements to any subcontractors. Executive Order 2009-09 supersedes Executive order 99-4 and amends Executive order 75-5 and may be viewed and downloaded at the Governor of the State of Arizona‟s website http://www.azgovernor.gov/dms/upload/EO_2009_09.pdf which is hereby incorporated into this contract as if set forth in full herein. During the performance of this contract, CONTRACTOR shall not discriminate against any employee, client or any or any other individual in any way because of that person‟s age, race, creed, color, religion, sex, disability or national origin. SERIAL 14113-IGA 6.18 CERTIFICATION REGARDING DEBARMENT AND SUSPENSION 6.18.1 The undersigned (authorized official signing for the Contractor) certifies to the best of his or her knowledge and belief, that the Contractor 6.21.1.1 is not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by any Federal Department or agency; 6.21.1.2 have not within 3-year period preceding this Contract been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (Federal, State or local) transaction or contract under a public transaction; violation of Federal or State antitrust statues or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, or receiving stolen property; 6.21.1.3 are not presently indicted or otherwise criminally or civilly charged by a government entity (Federal, State or local) with commission of any of the offenses enumerated in paragraph (2) of this certification; and 6.21.1.4 have not within a 3-year period preceding this Contract had one or more public transaction (Federal, State or local) terminated for cause of default. 6.18.2 The Contractor agrees to include, without modification, this clause in all lower tier covered transactions (i.e. transactions with subcontractors) and in all solicitations for lower tier covered transactions related to this Contract. 6.19 VERIFICATION REGARDING COMPLIANCE WITH ARIZONA REVISED STATUTES §41-4401 AND FEDERAL IMMIGRATION LAWS AND REGULATIONS: 6.19.1 By entering into the Contract, the Contractor warrants compliance with the Immigration and Nationality Act (INA using e-verify) and all other federal immigration laws and regulations related to the immigration status of its employees and A.R.S. §23-214(A). The contractor shall obtain statements from its subcontractors certifying compliance and shall furnish the statements to the Procurement Officer upon request. These warranties shall remain in effect through the term of the Contract. The Contractor and its subcontractors shall also maintain Employment Eligibility Verification forms (I-9) as required by the Immigration Reform and Control Act of 1986, as amended from time to time, for all employees performing work under the Contract and verify employee compliance using the E-verify system and shall keep a record of the verification for the duration of the employee’s employment or at least three years, whichever is longer. I-9 forms are available for download at USCIS.GOV. 6.19.2 The County retains the legal right to inspect contractor and subcontractor employee documents performing work under this Contract to verify compliance with paragraph 6.18 of this Section. Contractor and subcontractor shall be given reasonable notice of the County’s intent to inspect and shall make the documents available at the time and date specified. Should the County suspect or find that the Contractor or any of its subcontractors are not in compliance, the County will consider this a material breach of the contract and may pursue any and all remedies allowed by law, including, but not limited to: suspension of work, termination of the Contract for default, and suspension and/or debarment of the Contractor. All costs necessary to verify compliance are the responsibility of the Contractor. 6.20 INFLUENCE As prescribed in MC1-1202 of the Maricopa County Procurement Code, any effort to influence an employee or agent to breach the Maricopa County Ethical Code of Conduct or any ethical conduct may be grounds for Disbarment or Suspension under MC1-902. An attempt to influence includes, but is not limited to: 6.20.1 A Person offering or providing a gratuity, gift, tip, present, donation, money, entertainment or educational passes or tickets, or any type valuable contribution or subsidy, SERIAL 14113-IGA 6.20.2 That is offered or given with the intent to influence a decision, obtain a contract, garner favorable treatment, or gain favorable consideration of any kind. If a Person attempts to influence any employee or agent of Maricopa County, the Chief Procurement Officer, or his designee, reserves the right to seek any remedy provided by the Maricopa County Procurement Code, any remedy in equity or in the law, or any remedy provided by this contract. 6.21 ACCESS TO AND RETENTION OF RECORDS FOR THE PURPOSE OF AUDIT AND/OR OTHER REVIEW: 6.21.1 In accordance with section MCI 371 of the Maricopa County Procurement Code the Contractor agrees to retain all books, records, accounts, statements, reports, files, and other records and back-up documentation relevant to this Contract for six (6) years after final payment or until after the resolution of any audit questions which could be more than six (6) years, whichever is latest. The County, Federal or State auditors and any other persons duly authorized by the Department shall have full access to, and the right to examine, copy and make use of, any and all said materials. 6.21.2 If the Contractor’s books, records , accounts, statements, reports, files, and other records and back-up documentation relevant to this Contract are not sufficient to support and document that requested services were provided, the Contractor shall reimburse Maricopa County for the services not so adequately supported and documented. 6.21.3 If at any time it is determined by the County that a cost for which payment has been made is a disallowed cost, the County shall notify the Contractor in writing of the disallowance. The course of action to address the disallowance shall be at sole discretion of the County, and may include either an adjustment to future invoices, request for credit, request for a check or deduction from current billings Submitted by the Contractor by the amount of the disallowance, or to require reimbursement forthwith of the disallowed amount by the Contractor by issuing a check payable to Maricopa County. 6.22 AUDIT DISALLOWANCES: If at any time, County determines that a cost for which payment has been made is a disallowed cost, such as overpayment, County shall notify the Contractor in writing of the disallowance. County shall also state the means of correction, which may be but shall not be limited to adjustment of any future claim submitted by the Contractor by the amount of the disallowance, or to require repayment of the disallowed amount by the Contractor. 6.23 OFFSET FOR DAMAGES; In addition to all other remedies at Law or Equity, the County may offset from any money due to the Contractor any amounts Contractor owes to the County for damages resulting from breach or deficiencies in performance of the contract. 6.24 PUBLIC RECORDS: Under Arizona law, all Offers submitted and opened are public records and must be retained by the Records Manager at the Office of Procurement Services. Offers shall be open to public inspection and copying after Contract award and execution, except for such Offers or sections thereof determined to contain proprietary or confidential information. by the Office of Procurement Services. If an Offeror believes that information in its Offer or any resulting Contract should not be released in response to a public record request under Arizona law, the Offeror shall indicate the specific information deemed confidential or proprietary and submit a statement with its offer detailing the reasons that the information should not be disclosed. Such reasons shall include the specific harm or prejudice which may arise from disclosure. The Records Manager of the Office of Procurement Services shall determine whether the identified information is confidential pursuant to the Maricopa County Procurement Code. 6.25 PRICES: Contractor warrants that prices extended to County under this Contract are no higher than those paid by any other customer for these or similar services. SERIAL 14113-IGA 6.26 INTEGRATION: This Contract represents the entire and integrated agreement between the parties and supersedes all prior negotiations, proposals, communications, understandings, representations, or agreements, whether oral or written, express or implied. 6.27 RELATIONSHIPS: In the performance of the services described herein, the Contractor shall act solely as an independent contractor, and nothing herein or implied herein shall at any time be construed as to create the relationship of employer and employee, co-employee, partnership, principal and agent, or joint venture between the County and the Contractor. 6.28 GOVERNING LAW: This Contract shall be governed by the laws of the state of Arizona. Venue for any actions or lawsuits involving this Contract will be in Maricopa County Superior Court or in the United States District Court for the District of Arizona, sitting in Phoenix, Arizona 6.29 ORDER OF PRECEDENCE: In the event of a conflict in the provisions of this Contract and Contractor’s license agreement, if applicable, the terms of this Contract shall prevail. 6.30 INCORPORATION OF DOCUMENTS: The following are to be attached to and made part of this Contract: 6.30.1 Exhibit A, Pricing; 6.30.2 Exhibit A-1, Term Pricing; 6.30.3 Exhibit B, Scope of Work for Professional Services; 6.30.4 Exhibit C, Evidence.com Service Agreement 6.30.5 Exhibit D, Taser Assurance Plan (TAP) 6.30.6 Exhibit E, Warranty 6.30.7 Exhibit F, Service Level Agreement 6.30.8 Exhibit G, Security Features NOTICES: All notices given pursuant to the terms of this Contract shall be addressed to: For County: Maricopa County Office of Procurement Services ATTN: Contract Administration 320 West Lincoln Street Phoenix, Arizona 85003-2494 SERIAL 14113-IGA For Contractor: TASER International, Inc. ATTN: Legal Department 17800 N. 85th Street Scottsdale, AZ 85255 legal@taser.com SERIAL 14113-IGA SERIAL 14113-IGA EXHIBIT A – PRICING QTY ITEM # DESCRIPTION UNIT Total Before DISC ($) NET TOTAL PRICE Discount 24,000 85110 EVIDENCE.COM INCLUDED STORAGE USD 0.00 USD 0.00 USD 0.00 Year Two Due 2016 Total: USD 688,800.00 Year Two Due 2016 Net Price: USD 688,800.00 Year Three Due 2017 QTY ITEM # DESCRIPTION UNIT Total Before DISC ($) NET TOTAL PRICE Discount 700 85125 EVIDENCE.COM UNLIMITED LICENSE 948.00 USD 663,600.00 USD 0.00 USD 663,600.00 YEAR 3 PAYMENT 700 85079 TASER ASSURANCE PLAN ETM/ 36.00 USD 25,200.00 USD 0.00 USD 25,200.00 EVIDENCE.COM DOCK ANNUAL PAYMENT 36,000 85110 EVIDENCE.COM INCLUDED STORAGE USD 0.00 USD 0.00 USD 0.00 Year Three Due 2017 Total: USD 688,800.00 Year Three Due 2017 Net Price: USD 688,800.00 Year Four Due 2018 QTY ITEM # DESCRIPTION UNIT Total Before DISC ($) NET TOTAL PRICE Discount 700 85126 EVIDENCE.COM UNLIMITED LICENSE 948.00 USD 663,600.00 USD 0.00 USD 663,600.00 YEAR 4 PAYMENT 700 85079 TASER ASSURANCE PLAN ETM/ 36.00 USD 25,200.00 USD 0.00 USD 25,200.00 EVIDENCE.COM DOCK ANNUAL PAYMENT 48,000 85110 EVIDENCE.COM INCLUDED STORAGE USD 0.00 USD 0.00 USD 0.00 Year Four Due 2018 Total: USD 688,800.00 Year Four Due 2018 Net Price: USD 688,800.00 Year Five Due 2019 QTY ITEM # DESCRIPTION UNIT Total Before DISC ($) NET TOTAL PRICE Discount 700 85127 EVIDENCE.COM UNLIMITED LICENSE 948.00 USD 663,600.00 USD 0.00 USD 663,600.00 YEAR 5 PAYMENT 700 85079 TASER ASSURANCE PLAN ETM/ 36.00 USD 25,200.00 USD 0.00 USD 25,200.00 EVIDENCE.COM DOCK ANNUAL PAYMENT 60,000 85110 EVIDENCE.COM INCLUDED STORAGE USD 0.00 USD 0.00 USD 0.00 Year Five Due 2019 Total: USD 688,800.00 Year Five Due 2019 Net Price: USD 688,800.00 Subtotal USD 3,696,813.55 Estimated Shipping & Handling Cost USD 594.53 Estimated Tax USD 281,754.78 Grand Total USD 3,979,162.86 RMS/CAD Meta Data Integration Pricing Year One Due 2015 QTY ITEM # DESCRIPTION UNIT Total Before DISC ($) NET TOTAL PRICE Discount 700 85097 EVIDENCE.COM INTEGRATION 240.00 USD 168,000.00 USD 42,000.00 USD 126,000.00 LICENSE: 1 YEAR Year One Due 2015 Total: USD 168,000.00 Year One Due 2015 Net Price: USD 126,000.00 Year Two Due 2016 QTY ITEM # DESCRIPTION UNIT Total Before DISC ($) NET TOTAL PRICE Discount 700 85097 EVIDENCE.COM INTEGRATION 240.00 USD 168,000.00 USD 42,000.00 USD 126,000.00 LICENSE: 1 YEAR Year Two Due 2016 Total: USD 168,000.00 Year Two Due 2016 Net Price: USD 126,000.00 Year Three Due 2017 QTY ITEM # DESCRIPTION UNIT Total Before DISC ($) NET TOTAL PRICE Discount 700 85097 EVIDENCE.COM INTEGRATION 240.00 USD 168,000.00 USD 42,000.00 USD 126,000.00 LICENSE: 1 YEAR Year Three Due 2017 Total: USD 168,000.00 Year Three Due 2017 Net Price: USD 126,000.00 Year Four Due 2018 QTY ITEM # DESCRIPTION UNIT Total Before DISC ($) NET TOTAL PRICE Discount 700 85097 EVIDENCE.COM INTEGRATION 240.00 USD 168,000.00 USD 42,000.00 USD 126,000.00 LICENSE: 1 YEAR Year Four Due 2018 Total: USD 168,000.00 Year Four Due 2018 Net Price: USD 126,000.00 Year Five Due 2019 QTY ITEM # DESCRIPTION UNIT Total Before DISC ($) NET TOTAL PRICE Discount 700 85097 EVIDENCE.COM INTEGRATION 240.00 USD 168,000.00 USD 42,000.00 USD 126,000.00 LICENSE: 1 YEAR Year Five Due 2019 Total: USD 168,000.00 Year Five Due 2019 Net Price: USD 126,000.00 Subtotal USD 630,000.00 Estimated Shipping & Handling Cost USD 12.96 Estimated Tax USD 39,690.00 EXHIBIT A-1 Term Pricing 2015 TASER® X26P™ CEW Law Enforcement Pricing Agency Model Product Description Price X26P Conducted Electrical Weapons (CEW Only without Power Magazine, choose one) 11002 Black X26P CEW, class III LASER $899.95 ea 11003 Yellow X26P CEW, class III LASER $899.95 ea X26P Power Magazines (Choose one) 22010 Performance Power Magazine (PPM) $54.50 ea 22012 Tactical Performance Power Magazine (TPPM) $54.50 ea 11010 eXtended Performance Power Magazine (XPPM) $63.50 ea X26P Power Magazine (Optional) 22011 Automatic Shut-Down Power Magazine (APPM) $65.85 ea 11015 eXtended Automatic Shut-Down Power Magazine (XAPPM) $67.85 ea Optional Accessories X26P Holsters 11501 Holster, X26P, Right Hand, Blackhawk! $53.25 ea 11504 Holster, X26P, Left Hand, Blackhawk! $53.25 ea Customer Care Extended Warranty 11004 4-year Extended Warranty $277.95 ea TASER CAM™ HD Recorders 26810 TASER CAM HD $530.40 ea 26820 TASER CAM HD with Automatic Shut-Down (AS) Feature $556.95 ea 26762 TASER CAM HD USB download kit $15.40 ea 26763 TASER CAM HD 4-Year Extended Warranty $154.45 ea 26764 TASER CAM HD Replacement Battery $52.95 ea Dataport Download Kits 22013 Kit, Dataport Download, USB $164.75 ea HOGUE HANDALL Grips 22018 Grip, CEW, Hogue, packaged $15.25 ea X26P Cartridges 34200 15′ Field Use1 $22.20 ea 44200 21′ Field Use $24.25 ea 44203 25′ XP™ Field Use $27.35 ea 44205 21′ Non-Conductive Sim $23.60 ea 1 The 15-foot cartridges are recommended for training, due to their relatively short range. However, these 15-foot cartridges are conductive, and must NOT be used against a person wearing a Sim Suit. 2015 TASER X26™ Accessories Law Enforcement Pricing Agency Model Product Description Price X26 Power Magazines 26700 Digital Power Magazine (DPM) $36.80 ea 26701 eXtended Digital Power Magazine (XDPM) $41.95 ea 26702 Controlled Digital Power Magazine (CDPM) $57.40 ea 26703 CDPM Start Up Kit $197.30 ea X26 Holsters 44952 Holster, X26, Right Hand, Blade-Tech $36.00 ea 44953 Holster, X26, Left Hand, Blade-Tech $36.00 ea 44972 Holster, X26, Right Hand, BLACKHAWK! $36.00 ea 44973 Holster, X26, Left Hand, BLACKHAWK! $36.00 ea X2™ CEW Law Enforcement Pricing Agency Model Product Description Price X2 Conducted Electrical Weapons (Handle Only without Power Magazine, choose one) 22002 Black X2 CEW $1,029.95 ea 22003 Yellow X2 CEW $1,029.95 ea X2 Power Magazines (Choose one) 22010 Performance Power Magazine (PPM) $54.50 ea 22012 Tactical Performance Power Magazine (TPPM) $54.50 ea X2 Power Magazine (Optional) 22011 Automatic Shut-Down Power Magazine (APPM) $65.85 ea Optional Accessories X2 Holsters 22501 Holster, X2, Right Hand, Blackhawk! $65.85 ea 22504 Holster, X2, Left Hand, Blackhawk! $65.85 ea Customer Care Extended Warranty 22014 4-year Extended Warranty $318.25 ea X2 Smart™ Cartridges** 22150 15′ Live Smart Cartridge $29.50 ea 22151 25′ Live Smart Cartridge $31.50 ea 22152 35′ Live Smart Cartridge $32.70 ea 22155 Inert Simulator 25′ Smart Cartridge $43.00 ea 22157 25′ Training Smart Cartridge (Blue Blast Door/Non-conductive) $30.60 ea TASER CAM™ HD Recorders 26810 TASER CAM HD $530.40 ea 26820 TASER CAM HD with Automatic Shut-Down (AS) Feature $556.95 ea 26762 TASER CAM HD USB download kit $15.40 ea 26763 TASER CAM HD 4-Year Extended Warranty $154.45 ea 26764 TASER CAM HD Replacement Battery $52.95 ea X2 Dataport Download Kits 22013 Kit, Dataport Download, USB, X2 $164.75 ea HOGUE HANDALL Grips 22018 Grip, CEW, Hogue, packaged $15.25 ea **15-foot, 25-foot, and 35-foot X2 cartridges are compatible with TASER® X2 and X3® CEWs. X3 cartridges (part numbers 33100, 33101, 33102, 33103, 33104, and 33106) are NOT compatible with the X2 CEW. AXON body Hardware Model Product Description Agency Price 73002 AXON body Camera $399.00 ea. 73066 AXON body Camera Full Solution Kit* $649.95 ea. *Includes several AXON mounts and a Moto G touch mobile digital device. AXON body Accessories Model Product Description Agency Price 73075 Standard Uniform Clip Holster $29.95 ea. 73076 Mini Alligator Clip Holster $29.95 ea. 73077 Belt Clips Holster $29.95 ea. 73078 Holster, Z-Bracket, HW $29.95 ea. 73079 Holster, Z-Bracket, VELCRO $29.95 ea. 73089 Pocket Mount Holster $29.95 ea. AXON flex® Hardware Model Product Description Agency Price 73030 AXON flex Camera System (Camera, Controller, Cable straight to right angle 48″ (73023), Coiled cable straight to right angle (73060), USB Sync Cable w/ Wall Charger (73004) ** $599.00 ea. 73055 AXON flex Camera System, Offline ** $599.00 ea. 73061 AXON flex Full Solution Kit ** † $1,113.55 ea. 73086 AXON flex Full Solution Kit, Offline ** † $1,113.55 ea. 73092 Motorola Moto G $199.00 ea. 73034 Oakley Flak Jacket Kit, flex $149.95 ea. ** This is a promotional price currently available for the AXON flex system. † Includes several AXON mounts and a Moto G mobile digital device. EVIDENCE.com Dock Hardware Model Product Description Agency Price 70026 6-bay + Core EVIDENCE.com Dock $1,495.00 ea. 70023 1-bay + Core EVIDENCE.com Dock $249.00 ea. 70028 Individual bay EVIDENCE.com Dock $249.00 ea. Customer Care Extended Warranty Model Product Description Agency Price 70032 & 70030 EVIDENCE.com Dock, 2-YEAR EXTENDED WARRANTY, 6-BAY $499.90 ea. 70031 & 70030 EVIDENCE.com Dock 2-YEAR EXTENDED WARRANTY, SINGLE BAY $129.90 ea. 73033 AXON flex kit 2-YEAR EXTENDED WARRANTY $299.95 ea. 73074 AXON body cam 2-YEAR EXTENDED WARRANTY $199.95 ea. EVIDENCE.com Services Model Product Description Agency Price 87001 Basic EVIDENCE.com license: 1 year $180.00 ea. 88001 Standard EVIDENCE.com license: 1 year $300.00 ea. 89001 Pro EVIDENCE.com license: 1 year $468.00 ea. 85078 Ultimate EVIDENCE.com annual payment $660.00 ea. 85035 EVIDENCE.com storage (GB): 1 year $1.50 ea. EVIDENCE.com Services Model Product Agency Price Description 85054 TASER Assurance Plan AXON flex annual payment $276.00 ea. 85070 TASER Assurance Plan AXON body annual payment $204.00 ea. 85079 TASER Assurance Plan EVIDENCE.com Dock annual payment (based on the number of cameras purchased) $36.00 ea. 85055 Premium Plus Package $15,000 ea. 85056 Premium Package $7,500 ea. N.A. Basic remote support Free 85014 A La Carte Package $2,000.00 ea. day AXON flex Accessories Model Product Agency Price Description 73004 USB Synch Cable w/ Wall Charger $14.95 ea. 73008 Oakley Clip $19.95 ea. 73009 Collar/Versatile/Cap Mount $29.95 ea. 73088 Ratchet Collar/Versatile/Cap Mount $29.95 ea. 73062 Ball Cap Mount $29.95 ea. 73010 Low Rider Headband $49.95 ea. 73058 Low Rider Headband, Large $54.95 ea. 73006 Controller Holster, flex, Standard Uniform Clip $29.95 ea. 73035 Controller Holster, flex, Mini Alligator Clip $29.95 ea. 73036 Controller Holster, flex, Belt Clips $29.95 ea. 73011 Epaulette Mount $19.95 ea. 73013 Helmet Mount $19.95 ea. 73090 Helmet Mount, Ratchet, Shoe $19.95 ea. 73091 Helmet Mount, Ratchet, HJC $19.95 ea. 73020 Universal Magnet Clip $7.95 ea. 73021 Multi-Mounting Kit, Flex (Low Rider headband, Collar mount, Epaulette mount, Oakley kit) $199.95 ea. 73059 Ballistic Vest Mount, Rotating $19.95 ea. 73022 Cable, Straight to Right Angle, 18″ $5.95 ea. 73005 Cable, Straight to Right Angle, 36″ $5.95 ea. 73023 Cable, Straight to Right Angle, 48″ $5.95 ea. 73025 Cable, Straight to Straight, 36″ $5.95 ea. 73026 Cable, Straight to Straight, 48″ $5.95 ea. 73027 Cable, Right Angle to Right Angle, 18″ $5.95 ea. 73028 Cable, Right Angle to Right Angle, 36″ $5.95 ea. 73029 Cable, Right Angle to Right Angle, 48″ $5.95 ea. 73060 Cable, Coiled, Straight to Right Angle 48″ $12.95 ea. 73081 TASER CAM™ HD/AXON Camera Universal Charger w/U.S. and International Adaptors $14.95 ea. Freight Policy Freight is included in the unit prices above. All orders are shipped F.O.B. destination via Fed-Ex ground. All taxes, duties and customs, where applicable, are the responsibilities of the customer. Pricing Pricing for Law Enforcement/Correctional Agencies Only. Order Lead Time 4 to 6 weeks ARO. For delivery status or information on how to place an order, call our sales department at 800-978-2737, fax: 480-991-0791 Exhibit B – Scope of Work for Professional Services Background TASER is a manufacturer of various TASER® brand products, including conducted electrical weapons, on-officer video and recording devices, and cloud based data storage systems. Agency seeks assistance in deploying and implementing its TASER camera systems and EVIDENCE.com service solutions. Terms and Conditions 1. Term and Pricing. a. Term. The term of this Agreement commences on the Effective Date. b. Service Pricing. All Services performed by TASER will be rendered in accordance with the fees set forth in a SOW. Agency will pay TASER in accordance with the terms contained in this Agreement unless different payment terms have been identified and agreed upon in a SOW. c. Taxes. Agency is responsible for any sales or use taxes assessed on its payment for Services and Products. TASER will itemize sales or use taxes separately on TASER’s invoices. TASER is responsible for all other taxes, duties and fees. If Agency is exempt from taxation for the Services or Products, it must submit an exemption certificate to TASER. 2. Invoicing and Payment Terms. a. Services. TASER will invoice Agency, in accordance with this Agreement or a SOW, for all Services provided. Notwithstanding the foregoing, no terms, provisions or conditions of any purchase order or other business form or written authorization used by Agency will have any effect on, or otherwise modify, the rights, duties or obligations of the parties under this Agreement, other than to state the volume or timing of Services regardless of any failure of TASER to object to such terms, provisions or conditions. 3. Delivery of Services. a. Statements of Work. Each SOW will define the specific Services to be provided, work schedule, location of Services, fees and expenses and other particulars that will govern the Services under the SOW. Unless any provisions of this Agreement are specifically excluded or modified in a particular SOW, each SOW will be deemed to incorporate all the terms and conditions of this Agreement and may contain additional terms and conditions as the parties may mutually agree to. No SOW will be binding on either party unless executed in writing by each party’s authorized representative. If any provision of this Agreement conflicts with a provision of any SOW, then the provision of this Agreement controls. b. Hours and Travel. TASER’s personnel will work within Agency’s normal business hours. Travel time by TASER’s personnel to Agency’s premises will not be charged as work hours performed. c. Changes to Services. Changes to the scope of Services set forth in a SOW must be documented and agreed upon by the parties in a change order. If the changes cause an increase or decrease in any charges or cause a scheduling change from that originally agreed upon, an equitable adjustment in the charges or schedule will be agreed upon by the parties and included in the change order, signed by both parties. d. Delays. If any delays are caused by Agency, Agency will be responsible for any costs incurred by TASER in preparing for the performance of the Services, and TASER will be entitled to recover these costs from Agency, including travel related costs. The non-performance or delay by TASER of its obligations under this Agreement will be excused if and to the extent the non-performance or delay results directly from the failure by Agency to perform the Agency Responsibilities. If any failure or delay by Agency to perform any of the Agency Responsibilities prevents or delays TASER’s performance of its obligations under this Agreement, TASER will be entitled to a reasonable extension of time to the applicable performance dates to reflect the extent of the impact of the failure or delay by Agency. e. Performance Warranty. TASER warrants that it will perform the Services described in the SOW in accordance with the requirements and specifications set forth in the SOW and will perform the Services in a good and workmanlike manner. In the event the Services do not meet the requirements and specifications agreed upon, Agency will provide TASER with written notice and details of the alleged non-complying Services within seven (7) calendar days after completion of the Services involved. After determination by TASER that the Services were not in conformance to the requirements and specifications of the SOW, TASER will re-perform the non-complying Services at no additional cost. 4. Agency’s Responsibilities. TASER’s successful performance of the Services depends upon Agency’s: a. Providing access to the building facilities and where TASER is to perform the Services, subject to safety and security restrictions imposed by the Agency (this includes providing security passes or other necessary documentation to TASER representatives performing the Services permitting them to enter and exit the Agency’s premises with laptop personal computers and any other materials needed to perform the Services); Providing suitable workspace with telephone and internet access for TASER’s personnel while working at the Installation Site and in Agency’s facilities; b. Ensuring that TASER personnel have access to the internet to set up Evidence.com docks; c. Timely implementation of operating procedures, audit controls, and other procedures necessary for Agency’s intended use of the Products; d. Providing all necessary infrastructure information (TCP/IP addresses, node names and network configuration) necessary for TASER to provide the Services; e. Making any required modifications, upgrades or alterations to its hardware, facilities, systems and networks related to TASER’s performance of the Services prior to TASER’s arrival; f. Promptly installing and implementing any and all software updates provided by TASER; g. Ensuring that all appropriate data backups are performed for information not contained in Evidence.com; h. Providing to TASER the assistance, participation, review and approvals described in the SOW and participating in testing of the Products as requested by TASER; i. Providing TASER with remote access to its EVIDENCE.com account when required for TASER to perform the Services; j. Designating a representative who will be the main point of contact for all communication with TASER relative to the SOW and who has the authority to act on the Agency’s behalf in matters regarding the SOW; k. Ensuring the reasonable availability by phone or pager of knowledgeable staff and personnel, system administrators and operators to provide timely, accurate, complete and up-to-date documentation and information for the duration of the SOW (these contacts are to provide background information and clarification of information required to perform the Services); l. Instructing its personnel so that they are, at all times, educated and trained in the proper use and operation of the Products and that the Products are used in accordance with applicable TASER manuals and instructions; and m. Identifying in advance any holidays, non-work days, or major events that may impact the project. 5. Authorization to Access Computer Systems to Perform Services. Agency authorizes TASER to access its relevant computers and network systems solely for the purpose of performing the Services. TASER will work diligently to identify as soon as reasonably practicable the resources and information it expects to use, and will provide an initial itemized list to Agency. Agency is responsible for, and assumes the risk of any problems, delays, losses, claims, or expenses resulting from the content, accuracy, completeness, and consistency of all data, materials, and information supplied by Agency. 6. Site Preparation and Installation. Prior to delivering any Services identified in a SOW, TASER will provide Agency with 1 copy of the then-current user documentation for the Services and related Products in paper or electronic form (Product User Documentation). The Product User Documentation will include all environmental specifications that must be met by the Agency at Agency expense in order for the Services and related Products to operate in accordance with the Product User Documentation. Prior to the installation of Product (whether performed by Agency or TASER), Agency must prepare the Installation Site in accordance with the environmental specifications set forth in the Product User Documentation. Following the installation of the Products, Agency must maintain the Installation Site where the Products have been installed in accordance with the environmental specifications set forth in the Product User Documentation. In the event that there are any updates or modifications to the Product User Documentation for any Products provided by TASER under this Agreement, including the environmental specifications for such Products, TASER will provide the updates or modifications to the Agency when they are generally released by TASER to its customers. 7. Liability for Loss or Corruption of Data. The parties’ default obligations concerning the liability for any loss or corruption of data under the SOW are as follows: a. Agency is responsible for: (i) instituting proper and timely backup procedures for Agency’s software and data; (ii) creating timely backup copies of any Agency software or data that may be damaged, lost, or corrupted due to TASER’s provision of Services; and (iii) using backup copies to restore any Agency software or data in the event of any loss of, damage to, or corruption of the operational version of the Agency’s software or data, even if such damage, loss, or corruption is due to TASER’s negligence. b. If, as a direct result of TASER’s negligence in performing the Services, Agency’s software or data is damaged, lost, or corrupted, TASER will assist Agency in loading the media (e.g., tape) in which Agency stored the backup copy of its software or data onto the server, mainframe, or other computer system to which Agency’s software or data is to be restored. The assistance provided by TASER may consist of telephone support to the Agency’s personnel performing the software or data restoration. However, TASER’s assistance is conditioned upon TASER being notified by Agency within 24 hours of Agency becoming aware that the Agency’s software or data has been damaged, lost, or corrupted as a direct result of TASER’s negligence in performing the Services. However, regardless of any assistance provided by TASER: (i) TASER will in no way be liable for the accuracy, completeness, success, or results of the Agency’s efforts to restore Agency’s software or data; (ii) any assistance provided by TASER under this Section is without warranty, express or implied; and (iii) in no event will TASER’s liability exceed the total dollar value of the contract for loss of, damage to, or corruption of Agency data from any cause. c. The section does not apply to Agency data stored on EVIDENCE.com and covered by the EVIDENCE.com Master Service Agreement. 8. Intellectual Property. TASER owns all right, title and interest in all Pre-Existing Works and Documentation. TASER grants to Agency, unless otherwise agreed in writing by the parties, a perpetual, non-revocable, royalty-free, non-exclusive, right and license to use, execute or copy, the Pre-Existing Works provided to Agency in connection with the delivery of Services and in accordance with this Agreement. 9. Confidentiality. A receiving party may use the disclosing party’s Confidential Information only in connection with TASER’s performance of the Services under this Agreement. The receiving party will not disclose the disclosing party’s Confidential Information during the Term or at any time during the 5-year period following the end of the Term. The receiving party will take all reasonable measures to avoid disclosure, dissemination or unauthorized use of the disclosing party’s Confidential Information, including, at a minimum, those measures taken to protect its own confidential information of a similar nature. Statement of Work for Professional Services Agreement 1. Project Overview. Agency would like assistance in implementing TASER’s camera systems and EVIDENCE.com services (collectively the Products). TASER proposes to provide its expertise to implement the Products and to work with Agency to provide an understanding of how to best implement and utilize the Products in Agency’s organization. Description of the Service Packages Premium Plus Services System set up and configuration 1 on-site session Setup AXON® Mobile on smart phones (if applicable) Configure categories & custom roles based on Agency need Troubleshoot IT issues with EVIDENCE.com and evidence transfer manager (ETM) access Work with IT to install EVIDENCE Sync software on locked- down computers (if applicable) Description of the Service Packages Premium Plus Services ETM installation on-site assistance Work with Agency to decide ideal location of ETM setup and set configurations on ETM if necessary Authenticate ETM with EVIDENCE.com using “admin” credentials from Agency Work with Agency’s IT to configure its network to allow for maximum bandwidth and proper operation within Agency’s network environment Dedicated Project Manager Assignment of a specific TASER representative for all aspects of planning the Product roll out (Project Manager). Ideally, the Project Manager will be assigned to the Agency 4-6 weeks prior to roll out. Weekly project planning meetings Project Manager will develop a Microsoft® Project plan for the roll out of AXON camera units, ETMs and EVIDENCE.com account training based on size, timing of roll out and Agency’s desired level of training. Up to 4 weekly meetings leading up to the ETM installation of not more than 30 minutes in length. Best practice implementation planning session 1 on-site session to: Provide considerations for establishment of video policy and system operations best practices based on TASER’s observations with other agencies Taser shall implement RMS/CAD meta data functionality as part of county Evidence.com account/solution prior to acceptance. Provide referrals to other agencies using the AXON camera products and EVIDENCE.com services Create project plan for larger deployments Recommend roll out plan based on review of shift schedules System Admin and troubleshooting training sessions 2 on-site sessions - each providing a step-by-step explanation and assistance for Agency’s configuration of security, roles & permissions, categories & retention, and other specific settings for EVIDENCE.com. AXON instructor training training for up to 5 Prior to general user training on AXON camera systems and individuals at the EVIDENCE.com services, TASER’s on-site professional Agency services team will provide training with the goal of certifying instructors who can support the Agency’s subsequent AXON camera and EVIDENCE.com training needs. End user go live training and support sessions 6 on-site sessions Provide individual device set up and configuration assistance; pairing with viewers when applicable; and training on device use, EVIDENCE.com and EVIDENCE Sync. Description of the Service Packages Premium Plus Services Implementation document packet EVIDENCE.com administrator guides, camera implementation guides, network setup guide, sample policies, and categories & roles guide Post go live review session on-site assistance 2. Out of Scope Services. TASER is responsible to perform only the Services described above in Section 1. Any additional services discussed or implied that are not defined explicitly by this SOW will be considered out of the scope. 3. Key Assumptions. The Services, fees, and delivery schedule for this project are based on the following assumptions: a. Agency’s relevant systems are available for assessment purposes prior to TASER’s arrival at the Installation Site. b. All work will be performed by TASER’s personnel during normal business hours, Monday through Friday, 8:30 a.m. to 5:30 p.m., except holidays unless otherwise agreed to in advance. c. All tasks on-site will be performed over a consecutive timeframe unless otherwise agreed to by TASER and Agency. d. Agency representatives will be available to provide timely and accurate information. 4. Acceptance Checklist. a. TASER will present Agency with an Acceptance Checklist (Checklist) upon TASER’s completion of the Services. Agency will sign the Checklist acknowledging completion of the Services once the on-site service session has been completed. b. If Agency reasonably believes that TASER did not complete the Services in substantial conformance with this SOW, Agency will notify TASER in writing of its specific reasons for rejection of the Services within 14 calendar days from delivery of the Checklist to Agency. TASER will address Agency’s issues and then will re-present the Checklist for Agency’s approval and signature. c. If TASER does not receive the signed Checklist or a written notification of the reasons for the rejection of the performance of the Services from Agency within 14 calendar days of delivery of the Checklist to Agency, the absence of Agency’s response will constitute the Agency’s affirmative acceptance of the Services, and a waiver of any Agency right of rejection. 5. General. Any changes to this SOW must be agreed to in writing by both parties. All parties understand and acknowledge that this SOW identifies the work to be performed and the associated pricing, and further acknowledges that actual work is not authorized to begin until TASER receives the signed Quote and/or the Agency’s Purchase Order that includes the Services. Exhibit C – Evidence.com Service Agreement 1. Access Rights. Upon the purchase or granting of a subscription from TASER and county’s opening of an Evidence.com account county will have access and use of the Evidence.com Services and county’s Content during the subscription term (“Term”). county and each of county’s end users agree to adhere to this Agreement and all laws, rules, regulations, and policies applicable to county’s use of the Evidence.com Services. If county become aware of any violation of this Agreement by an end user, county will immediately terminate that end user’s access to county’s Content and the Evidence.com Services. 2. County Owns County’s Content. county controls and owns all right, title, and interest in and to county’s Content and Taser obtain no rights to county’s Content. county consent to Taser’s limited access to county’s Content solely for the purpose of providing and supporting the Evidence.com Services to county and county’s end users. county represent that county own county’s Content; and that none of county’s Content or county’s end users’ use of county’s Content or the Evidence.com Services will violate this Agreement or applicable laws. 3. Evidence.com Data Security. Taser will implement CJIS standards and measures designed to secure county’s Content against accidental or unlawful loss, access or disclosure. Taser will maintain a comprehensive Information Security Program (“ISP”) that includes logical and physical access management, vulnerability management, configuration management, incident monitoring and response, encryption of digital evidence county upload, security education, risk management, and data protection. county are responsible for maintaining the security of county’s end user names and passwords and taking steps to maintain appropriate security and access by county’s end users to county’s Content. Log-in credentials are for county’s internal use only and county may not sell, transfer, or sublicense them to any other entity or person. county agree to be responsible for all activities undertaken by county, county’s employees, county’s contractors or agents, and county’s end users which result in unauthorized access to county’s account or county’s Content. Audit log tracking for the video data is an automatic feature of the Services which provides details as to who accesses the video data and may be downloaded by county at any time. c o u n t y will contact us immediately if county believe an unauthorized third party may be using county’s account or county’s Content or if county’s account information is lost or stolen. 4. Our Support. Taser will make available to county updates as released by us to the Evidence.com Services. Updates may be provided electronically via the Internet. It is county’s responsibility to establish and maintain adequate access to the Internet in order to receive the updates. Taser will use reasonable efforts to continue supporting the previous version of any API or software for 6 months after the change (except if doing so (a) would pose a security or intellectual property issue, (b) is economically or technically burdensome, or (c) is needed to comply with the law or requests of governmental entities). county are responsible for maintaining the computer equipment and Internet connections necessary for county’s use of the Evidence.com Services. 5. Data Privacy. Taser will not disclose county’s Content or any information about county except as compelled by a court or administrative body or required by any law or regulation. Taser will give county notice if any disclosure request is received for county’s Content so county may file an objection with the court or administrative body. county agree to allow us access to certain information from county in order to: (a) perform troubleshooting services for county’s account at county’s request or as part of Taser’s regular diagnostic screenings; (b) enforce Taser’s agreements or policies governing county’s use of Evidence.com Services; or (c) perform analytic and diagnostic evaluations of the systems. 6. Data Storage. Taser will determine the locations of the data centers in which county’s Content will be stored and accessible by county’s end users. For United States customers, Taser will ensure that all of county’s Content stored in the Evidence.com Services remains within the United States including any backup data, replication sites, and disaster recovery sites. county consent to the transfer of county’s Content to third parties for the purpose of storage of county’s Content. Third party subcontractors responsible for storage of county’s Content are contracted by us for data storage services. Ownership of county’s Content remains with county. 7. Suspension of Evidence.com Services. Taser may suspend county’s or any end user’s right to access or use any portion or all of the Evidence.com Services immediately upon notice to county if Taser determine: a. County’s or an end user’s use of or registration for the Evidence.com Services (i) poses a security risk to the Evidence.com Services or any third party, (ii) may adversely impact the Evidence.com Services or the systems or content of any other customer, (iii) may subject us, Taser’s affiliates, or any third party to liability, or (iv) may be fraudulent; b. County is, or any end user is, in breach of this Agreement, including if county are delinquent on county’s payment obligations for more than 30 days; or c. County has become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding. d. If Taser suspend county’s right to access or use any portion or all of the Evidence.com Services, county remain responsible for all fees and charges incurred through the date of suspension without any credits for any period of suspension. Taser will not delete any of county’s Content on Evidence.com as a result of county’s suspension, except as specified elsewhere in this Agreement. 8. Term. a. Subscription Term. The start date of the Term of this Agreement will be determined based upon the shipment date of any hardware ordered as authorized by county in a signed Quote or purchase order and will remain in effect for the subscription Term agreed to in the Quote or purchase agreement together with any renewal Terms until terminated as provided in this Agreement. If the hardware is shipped in the first half of a month, then the Term starts on the 1st of the following month. If the hardware is shipped in the last half of a month, then the Term begins on the 15th of the following month. If no hardware is purchased, then the Term will begin on the first of the month following the Effective Date of the Agreement. b. Free Trial Term. If county signed up for a free trial, county are granted a limited non-exclusive license to use the Evidence.com Services for the term of the free trial period (“Trial Term”). Upon the expiration of the Trial Term county must purchase the Evidence.com Services to continue to use the Evidence.com Services to access county’s Content. c. Free EVIDENCE.com Lite Account. If county signed up for a free Evidence.com Lite account, county are granted a limited non-exclusive license to use the Evidence.com Lite Services. c o u n t y ’ s use of the Evidence.com Lite Services is not limited to a specific term and county may cancel county’s Evidence.com Lite account and download county’s Content at any time. Evidence.com Lite allows users to manage their conducted electrical weapon (CEW) firing logs and TASER CAM data. 9. Return of county’s Content. a. During the Term. county can log into the Evidence.com Services to retrieve and manually download county’s Content at any time during the Term. b. After Termination. Taser will not delete any of county’s Content as a result of a termination during the 90 days following termination. During this 90-day period county may retrieve county’s Content only if county have paid all amounts due (there will be no application functionality of the Evidence.com Services during this 90-day period other than the ability for county to retrieve county’s Content). county will not incur any additional fees if county downloads county’s Content from the Evidence.com Services during this 90-day period. Taser have no obligation to maintain or provide any of County’s Content after the 90-day period and will thereafter, unless legally prohibited, delete all of county’s Content stored in the Evidence.com Services. Upon request, Taser will provide written proof that all of county’s Content has been successfully deleted and fully removed from the Evidence.com Services. c. Post-Termination Assistance. Taser will provide county with the same post-termination data retrieval assistance that Taser generally make available to all customers. Requests that Taser provide additional assistance to county in downloading or transferring county’s Content will result in additional fees from us and Taser will not warranty or guarantee data integrity or readability in the external system. 10. IP Rights. Taser or Taser’s licensors own and reserve all right, title, and interest in and to the Evidence.com Services and related software. Subject to the terms of this Agreement, Taser grant county a limited, revocable, non- exclusive, non-sublicensable, non-transferrable license to access and use the Evidence.com Services solely in accordance with this Agreement during the Term. Taser own all right, title, and interest in and to the Evidence.com Services, including without limitation all Intellectual Property Rights. If county or county’s end users provide any suggestions to us for enhancements or improvements, Taser will own all right, title, and interest in and to the suggestions and have the right to use the suggestions without restriction, even if county or county’s end users have designated the suggestions as confidential. county irrevocably assign to us all right, title, and interest in and to the suggestions and agree to provide us any assistance Taser may require to document, perfect, and maintain Taser’s rights in the suggestions. 11. License Restrictions. Neither county nor any of county’s end users may use the Evidence.com Services in any manner or for any purpose other than as expressly permitted by this Agreement. Neither county nor any of county’s end users may, or attempt to: (a) permit any third party to access the Evidence.com Services except as permitted in this Agreement; (b) modify, alter, tamper with, repair, or otherwise create derivative works of any of the Evidence.com Services; (c) reverse engineer, disassemble, or decompile the Evidence.com Services or apply any other process or procedure to derive the source code of any software included in the Evidence.com Services, or allow any others to do the same; (d) access or use the Evidence.com Services in a way intended to gain unauthorized access, avoid incurring fees or exceeding usage limits or quotas; (e) copy the Evidence.com Services in whole or part, except as expressly permitted in this Agreement; (f) use trade secret information contained in the Evidence.com Services, except as expressly permitted in this Agreement; (g) resell, rent, loan, or sublicense the Evidence.com Services; (h) access the Evidence.com Services in order to build a competitive product or service or copy any features, functions, or graphics of the Evidence.com Services; (i) remove, alter, or obscure any confidentiality or proprietary rights notices (including copyright and trademark notices) of ours or Taser’s licensors on or within the Evidence.com Services or any copies of the Evidence.com Services; or (j) use the Evidence.com Services to store or transmit infringing, libelous, or otherwise unlawful or tortious material, to store or transmit material in violation of third-party privacy rights, or to store or transmit malicious code. All licenses granted to county in this Agreement are conditional on county’s continued compliance this Agreement, and will immediately and automatically terminate if county do not comply with any term or condition of this Agreement. During and after the Term, county will not assert, nor will county authorize, assist, or encourage any third party to assert, against us or any of Taser’s affiliates, customers, vendors, business partners, or licensors, any patent infringement or other intellectual property infringement claim regarding any Evidence.com Services county have used. county may only use Taser’s trademarks in accordance with the TASER Trademark Use Guidelines (located at www.TASER.com). 12. Third-Party Products and Services. No purchase of third-party products or services is required to use the Evidence.com Services other than a computer and Internet access. Any acquisition by county of third-party products or services and any exchange of data between county and any third-party provider, is solely between county and the applicable third-party provider. Taser do not warrant or support third-party products or services, whether or not they are designated by us as “certified” or otherwise, except as specified in a Quote. If county install or enable Third- Party Applications for use with Evidence.com Services, county acknowledge that Taser may need to allow providers of those Third-Party Applications to access county’s Content as required for the interoperation of the Third-Party Applications with the Evidence.com Services. Taser are not responsible for any disclosure, modification or deletion of county’s Content resulting from any access by Third-Party Application providers. 13. T a s e r ’ s Warranty. Taser warrants that the Evidence.com Services (a) will perform materially in accordance with the Documentation, (b) will be performed in a timely and professional manner by qualified persons with the technical skills, training, and experience to perform the Evidence.com Services, and (c) will not infringe or misappropriate any patent, copyright, trademark, or trade secret rights of any third party. All warranties or guarantees given or made by us with respect to the Evidence.com Services are solely for the benefit of county and county’s end users and are not transferable and are null and void if county breach any term or condition of this Agreement. THE EVIDENCE.COM SERVICES ARE PROVIDED “AS IS.” Taser AND Taser’s AFFILIATES AND LICENSORS MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE THAT THE EVIDENCE.COM SERVICES OR THIRD-PARTY CONTENT WILL BE UNINTERRUPTED, ERROR FREE OR FREE OF HARMFUL COMPONENTS, OR THAT ANY CONTENT, INCLUDING county’s CONTENT OR THE THIRD-PARTY CONTENT, WILL BE SECURE OR NOT OTHERWISE LOST OR DAMAGED, OR THAT THE EVIDENCE.COM SERVICES WILL MEET county’s REQUIREMENTS. EXCEPT AS PROVIDED IN THIS SECTION 16, TO THE EXTENT PROHIBITED BY LAW, Taser AND Taser’s AFFILIATES AND LICENSORS DISCLAIM ALL WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING OR USAGE OF TRADE. COUNTY IS SOLELY RESPONSIBLE FOR ENSURING THAT county’s USE OF THE EVIDENCE.COM SERVICES IS IN ACCORDANCE WITH APPLICABLE LAW. county ARE SOLELY RESPONSIBLE FOR: (A) ALL DATA BEFORE IT IS UPLOADED TO THE EVIDENCE.COM SERVICES; (B) CONFIGURING AND SETTING UP ANY HARDWARE OR NETWORKS THAT county CONNECT TO THE EVIDENCE.COM SERVICES; (C) county’s NETWORKS AND HOW THEY MAY INTERACT WITH THE HARDWARE, SOFTWARE, OR EVIDENCE.COM SERVICES; AND (D) ANY SECURITY SETTINGS county ESTABLISH TO INTERACT WITH OR ON THE EVIDENCE.COM SERVICES. T a s e r DISCLAIM ANY WARRANTIES OR RESPONSIBILITY FOR DATA CORRUPTION OR ERRORS BEFORE THE DATA IS UPLOADED TO THE EVIDENCE.COM SERVICES. EXHIBIT D – TASER Assurance Plan (TAP) TASER Assurance Plan (TAP). TAP may be purchased as part of the Ultimate Evidence.com License (“Ultimate License”) tier, or on a standalone basis. If TAP is purchased on a standalone basis, TAP’s purchase price does not include any initial hardware, software and the Evidence.com services must be purchased separately. TAP provides county with hardware extended warranty coverage, Spare Products (for AXON cameras), and Upgrade Models at the end of the TAP Term. TAP only applies to the AXON flex camera and controller, AXON body camera, or Evidence.com Dock, depending on the plan purchased. TAP does not apply to software or services offered for, by, on, or through the TASER.com or Evidence.com websites. To qualify to purchase TAP, county must either purchase Ultimate Licenses for a 3-year term or purchase Evidence.com services for at least 3 years on a standalone basis. County may not buy more than one TAP for any one AXON camera/ Evidence.com Dock product. TAP must be purchased for all AXON cameras/ Evidence.com Docks purchased by county’s agency after county’s agency elects to participate in TAP. TAP Warranty Coverage. See TASER’s current Hardware Warranty, Limitations and Release for Law Enforcement CEW Products and On-Officer Cameras at www.TASER.com (“Hardware Warranty”). TAP includes the extended warranty coverage described in the current Hardware Warranty. TAP for the AXON camera products also includes free replacement of the AXON flex controller battery and AXON body battery during the TAP Term.2 TAP warranty coverage starts at the beginning of the TAP Term and continues as long as county continue to pay the required annual fees for TAP. county may not have both an optional extended warranty and TAP on the AXON camera/Evidence.com Dock product. SPARE AXON cameras. For TAP for AXON camera products, TASER will provide a predetermined number of spare AXON cameras (and controllers if applicable) (collectively the “Spare Products”) to county to keep at county’s agency location to replace broken or non-functioning units in order to improve the availability of the units to officers in the field. county must return to TASER, through TASER’s RMA process, any broken or non-functioning units for which a Spare Product is utilized, and TASER will repair or replace the non-functioning unit with a replacement product. TASER warrants it will repair or replace the unit which fails to function for any reason not excluded by the TAP warranty coverage, during the TAP Term with the same product or a like product, at TASER’s sole option. county may not buy a new TAP for the replacement product or the Spare Product. Within 30 days of the end of the TAP Term county must return to TASER all Spare Products. county will be invoiced for and are obligated to pay to TASER the MSRP then in effect for all Spare Products not returned to TASER. If all the Spare Products are returned to TASER, then TASER will refresh county’s allotted number of Spare Products with Upgrade Models if county purchase a new TAP for the Upgrade Models. TAP Upgrade Models. Upgrade Models to be provided as follows during and/or after the TAP Term: (i) after 3 years if county purchased 3 years of Evidence.com services/Ultimate Licenses and all TAP payments are made; or (ii) once after 2.5 years and once again after 5 years if county purchased 5 years of Evidence.com services/Ultimate Licenses and made all TAP payments. Any products replaced within the six months prior to the scheduled upgrade will be deemed the Upgrade Model. Thirty days after county receive the Upgrade Models, county must return the products to TASER or TASER will deactivate the serial numbers for the products for which county received Upgrade Models unless county purchase additional Evidence.com licenses for the AXON camera products county are keeping. county may buy a new TAP for any Upgraded Model. TAP AXON Camera Upgrade Models. If county purchased TAP as a stand-alone service, then TASER will upgrade the AXON camera (and controller if applicable), free of charge, with a new on-officer video camera that is the same product or a like product, at TASER’s sole option. TASER makes no guarantee that the Upgrade Model will utilize the same accessories or Evidence.com Dock. If county would like to change product models for the Upgrade Model, then county must pay the price difference in effect at the time of the upgrade between the MSRP for the offered Upgrade Model and the MSRP for the model county desire to acquire. No refund will be provided if the MSRP of the new model is less than the MSRP of the offered Upgrade Model. If county purchased Ultimate License, then TASER will upgrade the AXON camera (and controller if applicable), free of charge, with a new on-officer video camera of county’s choice.TAP Evidence.com Dock Upgrade Models. TASER will upgrade SERIAL 14113-IGA the Evidence.com Dock free of charge, with a new Evidence.com Dock with the same number of bays that is the same product or a like product, at TASER’s sole option. If county would like to change product models for the Upgrade Model or add additional bays, then county must pay the price difference in effect at the time of the upgrade between the MSRP for the offered Upgrade Model and the MSRP for the model county desire to acquire. No refund will be provided if the MSRP of the new model is less than the MSRP of the offered Upgrade Model. TAP Term. The TAP Term start date is based upon the shipment date of the hardware covered under TAP. If the shipment of the hardware occurred in the first half of the month, then the Term starts on the 1st of the following month. If the shipment of the hardware occurred in the second half of the month, then the Term starts on the 15th of the following month. TAP Termination. If an invoice for TAP is more than 30 days past due or county’s agency defaults on its payments for the Evidence.com services then TASER may terminate TAP and all outstanding AXON product related TAPs with county’s agency. TASER will provide notification to county that TAP coverage is terminated. Once TAP coverage is terminated, then: 1. TAP coverage will terminate as of the date of termination and no refunds will be given. 2. TASER will not and has no obligation to provide the free Upgrade Models. 3. county will be invoiced for and are obligated to pay to TASER the MSRP then in effect for all Spare Products provided to County under TAP. If the Spare Products are returned within 30 days of the Spare Product invoice date, credit will be issued and applied against the Spare Product invoice. 4. county will be responsible for payment of any missed payments due to the termination before being allowed to purchase any future TAP. TAP Payment Terms. TAP may only be purchased at the point of sale. TASER will separately invoice county on an annual basis for the cost of TAP and county are responsible for payment within 30 days of the invoice (even if TASER does not receive an annual purchase order from county prior to issuing the invoice). The payment due date is based upon the Term start date. If multiple purchases of AXON camera products/Evidence.com Dock have been made, each purchase may have a separate TAP payment due date. Payment will be considered past due if not paid in full or if not received within 30 days of the invoice date. EXHIBIT E - WARRANTY The following TASER International, Inc. (TASER) or replace with the same or like product, at repair, whichever period is longer. When a product warranty provisions are applicable on all sales or TASER’s option. or part is exchanged, any replacement item transfers of TASER Law Enforcement Products, Optional Extended Hardware Warranty for AXON becomes Purchaser’s property and the replaced including conducted electrical weapons (CEWs), on- flex, AXON body, ETM, EVIDENCE.com Dock, item becomes TASER’s property. After the warranty officer audio/video cameras and related TASER CAM HD, X2, X26, and X26P period, TASER may, at its sole option, repair or accessories.1 The term “Purchaser” means any replace a TASER product for a fee. A paid for out- The optional extended warranty, when available, purchaser, possessor, or user of the TASER brand of-warranty repair or replacement product comes may only be purchased at the point of sale of the products.. with the manufacturer’s limited warranty. product. The extended warranty runs from the date M anuf act u rer’s Limited Warranty2 of receipt of the extended warranty through the This warranty does not apply and TASER will not be TASER warrants that its Law Enforcement Hardware balance of the 1-year limited warranty plus the term responsible for any loss, data loss, damage, or Products3 are free from defects in workmanship and of the extended warranty measured after the other liabilities arising from: (a) damage from failure materials for a period of ONE (1) YEAR from the expiration of the 1-year limited warranty. Purchaser to follow instructions relating to the product’s use; date of receipt. CEW cartridges and Smart cartridges may not buy more than one extended warranty for (b) damage caused by use with non-TASER that are expended are deemed to have operated any one specific product. The extended warranty products or from the use of cartridges, batteries or properly.4 TASER-Manufactured Accessories5 are does not cover user-removable battery other parts, components or accessories that are not covered under a limited 90-DAY warranty from the replacement, abuse, intentional or deliberate manufactured or recommended by TASER; (c) date of receipt. Non-TASER manufactured damage to the product, or force majeure during the damage caused by abuse, misuse, intentional or accessories are covered under the manufacturer’s extended warranty period.6 For customers who deliberate damage to the product, or force majeure; warranty. In the event any country or state imposes a purchase an extended warranty TASER warrants it (d) damage to a product or part that has been longer express warranty term than that described in will repair or replace the TASER product, which fails repaired or modified by persons other than TASER this warranty document, then the country or state’s to function for any reason not excluded by this authorized personnel or without the written term will take precedence. warranty, during the extended warranty period with permission of TASER; or (e) if any TASER serial If a valid warranty claim is received by TASER within the same or like product, at TASER’s option. number has been removed or defaced. the warranty period, TASER agrees to repair or Purchaser may not buy a new extended warranty replace the product which TASER determines in its for any replacement or repaired product which is sole discretion to be defective under normal use, as replaced or repaired under the extended warranty. defined in the product instructions. TASER’s sole Exclusions and Limitations responsibility under this warranty is to either repair A replacement product will be new or like new and have the remaining warranty period of the original 1 product or 90 days from the date of replacement or The warranty does not apply to software or services offered for, by, on, or through the TASER.com or EVIDENCE.com websites. This warranty only applies to hardware. the universal magnetic clip), AXON body camera, Evidence Shockwave Power Magazine modules; and the X-Rail mounting 2 A product’s estimated useful life or expiration date may not be Transfer Managers (ETMs), and EVIDENCE.com Docks. system. the product’s warranty expiration date. 4 Broken blast doors are not covered under TASER’s limited 6 The manufacturer’s limited warranty provides coverage for 3 TASER Law Enforcement Hardware Products include TASER warranty. AXON flex camera, AXON flex controller or AXON body batteries X2, X26, and X26P CEWs, Simulation Handles assembled by 5 TASER-Manufactured Accessories include, but are not limited that have failed or are exhibiting diminished capacity as result of a TASER, TASER CAM and TASER CAM HD recorders, CEW to: batteries; battery chargers; carrying cases; cables; docking manufacturing defect. Under the extended warranty, replacement cartridges, and Smart cartridges, AXON flex camera (including bars; USB data download kits; headbands; holsters; mounts; of the AXON flex camera battery is covered, but replacement of DPM, XDPM, CDPM, PPM, TPPM, APPM, XPPM, TPM, and the AXON flex controller battery and AXON body battery are not covered. Purchaser Responsibilities and Product Registration Purchaser should update product software and/or firmware as they become available through TASER, as well as perform periodic data uploads to EVIDENCE.com services or download/backup copies of the information, data, and/or video contained on the TASER product storage media to protect the contents and as a precaution against possible operational failures. To register county’s TASER product, please go to www.taser.com/register. Registration of county’s product allows TASER to contact county with important product notifications and provides a record in case of product loss or theft. Registration is voluntary and failure to register will not diminish county’s limited warranty rights. Warranty Repair Procedure For warranty return and repair procedures, including troubleshooting guides, please go to TASER’s websites www.taser.com/support or www.evidence.com, as indicated in the appropriate product user manual or quick start guide. Failure to provide the required information for the returned product will delay the return of the repaired or replaced item. If Purchaser fails to provide the required information, including the RMA number, then TASER assumes no liability for loss of the returned product. Any TASER product that has not been paid for, when required, or for which the required information has not been provided during a period of 90 days after receipt of the TASER product by TASER is deemed abandoned and TASER may dispose of the TASER product without any liability, compensation, or further notification to Purchaser. Before county deliver county’s product for warranty service, it is county’s responsibility to upload the data contained in the product to the EVIDENCE.com services or download the product and keep a separate backup copy of the contents. During warranty service the contents of the storage media will be deleted and reformatted. TASER is not responsible for any loss of software programs, data, or other information contained on the storage media or any other part of the product services. The product will be returned to county configured as originally purchased, subject to applicable firmware updates. Recovery and reinstallation of software programs and user data are not covered under this warranty. If county require attempted data recovery this must be specifically requested (and a fee may be required) or the contents of county’s product will be deleted and the storage media reformatted in the course of warranty service. EXHIBIT F – Service Level Agreement 1. PURPOSE. The purpose of this SLA is to provide specific details of the Services Offerings, along with the performance metrics expected for each service. This SLA may be amended with mutual written agreement of both parties at any time to address the introduction of new applications, services and functionalities into the Service Offerings. TASER is not be responsible, and may not be held liable or in breach of this SLA for any failure to meet performance and support obligations in this SLA due to: a. Circumstances beyond TASER’s reasonable control, after making reasonable commercial efforts, including without limitation acts of any governmental body, war, insurrection, sabotage, acts of terrorism, armed conflict, embargo, fire, flood, unavailability of or interruption or delay in telecommunications or third party services, or virus attacks or hackers; b. Domain Name Server (DNS) issues outside the direct control of TASER; c. Acts or omissions, including without limitation gross negligence or willful misconduct, by the Customer or other third party not under the control of TASER; d. Agency communication delays, including wrong, bad or missing Customer data, improperly formatted, organized or transmitted data received from the Customer, or any other data issues related to the communication or data received from or through the Customer; or e. Honoring any request not already contractually mandated under the MSA made by the Customer where honoring such request creates a failure of any term in this SLA. 2. DEFINITIONS. “Availability” means the ability of the Customer to log in to the Service Offerings and substantially use the Customer interfaces. “Business Day” means Monday through Friday, excluding TASER and Agency holidays. TASER holidays are as follows: New Years’ Day; Memorial Day; Independence Day; Labor Day; Thanksgiving Day and the day after; and Christmas Day and the day after. “Office Hours” means 9:00 AM through 5:00 PM Phoenix local time, Monday through Friday, excluding TASER holidays. “Response Time” means the time taken by TASER to respond to a reported issue. “Resolution Time” means the elapsed time between TASER’s acknowledgement of an issue until the problem in the software has been resolved, which does not include time delays caused by the Customer or by third parties outside of TASER’s reasonable control. “Scheduled Downtime” means an interruption in the provision of Service Offerings for maintenance or other reasonable purposes of TASER which is communicated in advance to the Customer. 3. MAINTENANCE. a. Scheduled Maintenance. Scheduled maintenance will take place according to the prevailing TASER routine maintenance schedule. Routine maintenance is currently scheduled for each Friday from 9:00 PM to 1:00 AM Pacific time. Maintenance periods may periodically result in the Service Offerings being unavailable to the Customer. When possible, the Customer will be informed one (1) week prior to any changes to the maintenance schedule. b. Emergency Maintenance. Emergency maintenance may have less than a 24-hour notification period. Emergency maintenance may be performed at any time, with or without notice as deemed necessary by TASER. 4. AFTER HOURS EMERGENCY SUPPORT. TASER will provide the Customer with email and 24x7 phone access to the EVIDENCE.com Help Desk at evidencehelp@taser.com. 5. BACKUP. TASER will administer system backup according to the prevailing TASER backup plan. The Customer will retain its rights to all of its content and user data contained in the backups in accordance with the MSA. 6. RESPONSE TIMES. Issue Description Targeted Targeted Classification Response Time Resolution Time* Severity 1 Business critical As soon as possible, Less than 24 function is down using reasonable hours commercial efforts Material impact to Customer’s business No workaround exists Severity 2 Business critical 1 Business Day Less than 2 function is impaired or weeks degraded There are time-sensitive issues that materially impact ongoing production Workaround exists, but it is only temporary Severity 3 Non-critical function 1 Business Day Mutually down or impaired agreed timeframe Does not have based on significant current prioritization. production impact Performance is degraded * Resolution time is a target, but may not be possible with all reported issues depending on circumstances. 7. SERVICE LEVELS. Service Metrics Potential Service Level Uptime Hosting Environment 7 x 24 x 365 99.9% availability during TASER Availability expanded business hours**. **12 hours per day, 6 AM to 6 PM Phoenix local time, Monday through Friday, excluding TASER holidays and excluding scheduled and emergency maintenance or downtime. 8. SYSTEM AVAILABILITY AND DOWNTIME. Apart from scheduled maintenance and planned outages, the Service Offerings will generally be available seven days per week on a 24-hour basis. System unavailability outside these exceptions is downtime. “Downtime” means (a) any period of time during which transactions and/or communications are unable to be processed through the Service Offerings, or (b) any period of time during which the Customer is unable to access the Service Offerings; and the unavailability is not due to outside factors or Scheduled Maintenance. “Outside factors” means any performance issues or Downtime that resulted from any of the Customer’s or any third party’s equipment not within the control of TASER. It is the sole responsibility of the Customer to monitor Downtime with a third party tool or service. In the event that TASER becomes aware of an event that would be considered Downtime, it will promptly notify the Customer of such event. EXHIBIT G – SECURITY FEATURES EVIDENCE.com provides many security features and capabilities to enable customers to securely manage digital evidence. EVIDENCE.com customers have varying risk profiles, and different security needs. Many of the following security features can be enabled or disabled by customers as needed, or can be changed to meet a specific level of risk. The default settings for these security features were chosen to provide a strong level of security, while still maintaining flexibility and convenience. Customers are encouraged to evaluate these features and set them to align them with their own unique needs. Access Control EVIDENCE.com includes many features to provide robust access control. • Customizable password length & complexity requirements • Customizable lockout (failed login) limits • Customizable session timeout settings • Mandatory challenge questions when authenticating from new locations • Multiple multi--factor authentication options (one time code via SMS, Email, or Phone call--back) • Role--based permission management • Device--level permission management (for example, allow specific users to use the web--based interface, but not the mobile application) • Restrict access to defined IP ranges (limit access to approved office locations) Encryption EVIDENCE.com uses strong encryption to protect evidence data in transit and at rest. • FIPS 140--2 approved encryption ciphers (or stronger) • Robust SSL/TLS implementation for data in transit. o RSA 2048 bit key o TLS 1.2 with 256 bit connection o Perfect Forward Secrecy • 256 bit AES encryption for evidence data in storage Evidence Integrity EVIDENCE.com includes features to ensure the integrity and authenticity of digital evidence. These features ensure the evidence meets chain-‐of-‐custody requirements and can be proven to be authentic and free from tampering. • Forensic fingerprint of each evidence file using industry standard SHA-‐1 hash function. Integrity is validated before and after upload to ensure no changes occurred during transmission. • Full tamper-‐proof evidence audit records. Logs the when, who, and what for each evidence file. These records cannot be edited or changed, even by account administrators. • Original evidence files are never altered; even when derivative works (video segments) are created. • Deletion protection, including deletion approval workflows, deletions notification emails, and a deletion remorse period to recover accidently deleted evidence files. Access Management TASER International maintains account management policies and practices for EVIDENCE.com. These include access control standards, account management procedures, regular account and permission validation, the principle of least privilege, and remote access policies that include 2-‐factor authentication for all administrative activities. Security Monitoring & Response TASER International maintains security monitoring and incident response policies and practices for EVIDENCE.com. These include robust attack detection, incident response procedures, logging and monitoring standards, and reporting to appropriate parties. Vulnerability Management TASER International maintains vulnerability management policies and practices for EVIDENCE.com. These include regular vulnerability scans and penetration tests, awareness of newly disclosed vulnerabilities and security patches, and vulnerability remediation procedures. Configuration Management TASER International maintains configuration management policies and practices for EVIDENCE.com. These include system configuration standards, patch management procedures, malicious software protection, and secure architecture standards. Data Protection TASER International maintains policies and practices to protect data stored in EVIDENCE.com. These include a data classification standard, data handling and transfer practices, encryption standards, and key management procedures. Personnel TASER International maintains policies and practices to ensure trustworthy and competent people are working with EVIDENCE.com. These include criminal background checks, and regular security training that includes recognizing and defending against the latest threats. Physical Protection TASER International maintains policies and practices for physical protection of EVIDENCE.com. These include biometric access controls for TASER facilities, physical access management procedures, and identification badge standards. The EVIDENCE.com data centers are managed by Amazon Web Services (AWS). TASER regularly validates audit results of AWS security practices to ensure the data center physical security practices are robust and effective. AWS provides many layers of physical security for their data centers. AWS data centers are housed in nondescript facilities. Physical access is strictly controlled both at the perimeter and at building ingress points by professional security staff utilizing video surveillance, intrusion detection systems, and other electronic means. Authorized staff must pass two-‐factor authentication a minimum of two times to access data center floors. AWS only provides data center access and information to employees and contractors who have a legitimate business need for such privileges. When an employee no longer has a business need for these privileges, his or her access is immediately revoked, even if they continue to be an employee of Amazon or AWS. All physical access to data centers by AWS employees is logged and audited routinely. See the AWS Security Whitepaper for more details: http://media.amazonwebservices.com/pdf/AWS_Security_Whitepaper.pdf. Risk Management TASER International maintains policies and practices for risk management of EVIDENCE.com. These include various types of risk assessments, practices to identify and address high-‐risk issues, regular assessments to test security control effectiveness, and security metrics for continuous monitoring. Third-‐Party Security Management TASER International maintains policies and practices for vendor security management related to EVIDENCE.com. These include vendor security evaluations and review of audit reports to ensure security and compliance expectations are being met. TASER shall share with MCSO IT Department TASER’s living document titled “The Criminal Justice Information System (CJIS) Security Policy.”